UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE
SECURITIES EXCHANGE ACT OF 1934
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(Exact name of registrant as specified in its charter)
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(Commission File Number) | (I.R.S. Employer Identification No.) |
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Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The Capital Market LLC | ||||
| The | ||||
| The |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act.
Item 5.01 Changes in Control of Registrant.
On December 13, 2021, Group Nine Media, Inc., (“G9”) the sole member of Group Nine SPAC LLC, the sponsor (the “Sponsor”) of Group Nine Acquisition Corp. (the “Company”), entered into an Agreement and Plan of Merger by and between Vox Media Holdings, Inc. (“Vox Media”), Voyager Merger Sub, Inc., a subsidiary of Vox Media (“Merger Sub”), and G9 (the “Merger Agreement”). Pursuant to the Merger Agreement, G9 will merge with the Merger Sub and become a wholly owned subsidiary of Vox Media.
As a result of the acquisition, Vox Media will wholly own the Sponsor. The Sponsor holds 5,625,000 shares of the Company’s Class B common stock, which represents approximately 20% of the issued and outstanding shares of common stock of the Company, and as such it is able to unilaterally control the election of the Company’s board of directors and, ultimately, the direction of the Company until its initial business combination, if any.
Item 8.01 Other Events.
On December 14, 2021, G9 and Vox Media issued a joint press release (the “Press Release”) announcing the execution of the Merger Agreement. The Press Release is attached hereto as Exhibit 99.1 and incorporated by reference herein.
On December 17, 2021, the Company issued a letter to its stockholders with respect to the Merger Agreement and the transactions described above. The letter is attached hereto as Exhibit 99.2 and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits. |
| Exhibit No. | Description of Exhibits | ||
| 99.1 | Press Release, dated December 14, 2021 | ||
| 99.2 | Letter to Stockholders, dated December 17, 2021 | ||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Group Nine Acquisition Corp. | ||
| Date: December 17, 2021 | By: | /s/ Sean Macnew |
| Name: | Sean Macnew | |
| Title: | Chief Financial Officer | |
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